Cirque de Soledad
Cirque de Solidad is the 5th episode of the 1st season of Ben 10: Eternal Forms. Teaser TEASER EXT. DESERT ROAD - NIGHT It’s dark. A long, dusty road stretches through the flat wasteland. It’s cracked and eroded from lack of care. There is no life in sight. A car rolls up from the distance, headlights cutting through the night. It slows to a stop on the side of the street. Inside, a college age couple, a BOYFRIEND and a GIRLFRIEND, examine a map. BOYFRIEND I think we’re on 304... GIRLFRIEND Are we even in the right state? BOYFRIEND Umm... GIRLFRIEND Admit it, Drake, we’re lost. The boyfriend, Drake, hesitates for a moment, looking embarrassed. DRAKE We’re not... okay we’re lost. GIRLFRIEND Well we better get un-lost soon. She points to the dashboard. The gas is almost on empty. Drake sighs in defeat, looks around. He notices something on the horizon. He points to it. It appears to be some sort of long concrete wall, with a few towers of the same color sticking out above it. GIRLFRIEND Is that... a town? Out here? DRAKE Looks like it. GIRLFRIEND Looks more like a fort to me... 2. DRAKE Come on, let’s see if they have a gas station. He shifts the car into drive and starts towards it. EXT. OUTSIDE WALL - NIGHT The couple stands there, looking up at the wall. It must be at least 15 feet tall. There don’t seem to be any obvious entrances. Drake is holding a flashlight. GIRLFRIEND (nervious) I think... we should go. There’s no way in, anyway. She starts backing away, but Drake takes hold of her arm and smiles at her. DRAKE Oh come on, Tasha, there’s nothing to worry about. I’ve got you. Now let’s go see if there’s an entrance around back. Tasha smiles at him, takes his hand. They begin walking the perimeter of the curved wall. Behind them, a dark shadow of a figure flits by on the ground. EXT. OUTSIDE WALL - OTHER SIDE - NIGHT There’s on a different part of the wall now, though it looks almost exactly the same. TASHA (half-joking) If we get arrested for trespassing on government property, I’m so breaking up with you. Suddenly, a loud wooshing sound bursts from the air around them. Startled and frightened, Tasha pushes up against Drake for protection. TASHA W-what was that? 3. DRAKE Probably noth- He stops dead midsentence as the sound of heavy, raspy breath echos around them. The couple backs up towards the wall warily. All of a sudden, three tendrils shoot out of the darkness and wrap themselves around Tasha. She screams until one of them covers her mouth. They drag her off out of Drake’s arms. DRAKE (screaming) TASHA, NO! He runs after her, but collides with a large fist-shaped object, making him drop his flashlight. All we can see now is an oversized black boot on the ground. Screaming. A crunch. A thump. More screaming. A long, loud exhale. Silence. END OF TEASER Act I ACT I EXT. GARAGE LOT - DAY An industrial looking area, with long rows of similar looking buildings. It’s mostly empty but there are some people milling about. Lots of cars, both in the garages and out, many opened for repairs. On the side of the screen, there’s a disturbance. An indigo blur that vanishes as suddenly as it appears. Swish. Focus on a repair guy. Working on the underside of a car. Something magenta flits by, passing dangerously close to his head too fast to see. Sensing the disturbance, he pulls himself out from under the car to investigate. Finds nothing. POV: MAGENTA BLUR The unknown figure continues to run, weaving through and around cars and alleyways to stay out of sight. POV: INDIGO BLUR Leaping across the roofs of buildings swiftly. Eventually descends into an alley. 4. BACK TO SCENE Someone stands in front of his car, airbrushing a paintjob. Behind him, BEN AS SPIDERMONKEY and GWEN tiptoe along the wall of the garage. He doesn’t notice. Gwen opens the door to the building, and they slip inside. INT. KEVIN’S GARAGE - CONTINUOUS Gwen shuts the door behind them. They relax. SPIDERMONKEY Alright Kevin, what’s the- WIDE: GARAGE Kevin’s car is gone. Some of the furniture has been rearranged, and everything is half packed in BOXES. A MAN empties one of the boxes on the work table. SPIDERMONKEY -emergency? The man turns around. Looks annoyed. MAN More aliens, just what I need. GWEN Who the heck are you? MAN You’re friend’s out back. The man points to the door. Ben and Gwen glance at each other, confused and worried. EXT. KEVIN’S GARAGE - BACK - DAY Kevin sits slouched against the wall of the building, side by side with his car and boxes of stuff. Silent and still. Ben and Kevin exit the garage and approach him. He doesn’t acknowledge them. GWEN Kevin? What happened? Kevin looks up solemnly. 5. INT. LANDLORD’S OFFICE - DAY The room is simple and dim. Dull reds and browns, bookshelves, and a single desk. On one side of the desk is the LANDLORD, straight faced and reclining in his chair. On the other side is Ben as DIAMONDHEAD, standing and ticked off. DIAMONDHEAD What do you mean, you kicked him out?!? LANDLORD He pulverized another one of the garages. Do you have any idea how much that’s gonna cost me? DIAMONDHEAD No, but I know how much money you’ve been making off us. We’ve practically turned this place into a tourist attraction. We’re your biggest asset! LANDLORD You were, ’til you went all monster on us. Now you’re just scaring off customers. Diamondhead slams a fist on the desk with a violent shake. DIAMONDHEAD You can’t do this! The landlord leans forward in his chair. Glares. LANDLORD (unfazed, hostile) I already have. EXT. LANDLORD’S OFFICE - DAY Diamondhead walks out of the brick building, defeated and seething. Gwen and Kevin wait for him. GWEN Any luck? He shakes his head. 6. DIAMONDHEAD (to Kevin) How do you deal with that guy? KEVIN I try not to. DIAMONDHEAD Guess we should find another place to meet up. My mom’s gonna have a mental breakdown if we hang around my place any longer. KEVIN We could go back to that cave. DIAMONDHEAD GWEN No way. Not a chance. GWEN Actually, I think I have an idea. Come on. Ben, you take the car. She walks off. Kevin and Diamondhead glance at each other, then follow. EXT. DESERT - NIGHT Diamondhead, Gwen, Kevin, and Kevin’s ride now stand before the concrete wall from the opening. WIDE: STRUCTURE We can see over the wall. Beyond it is what looks like a small town, though void of people and decaying from negligence. BACK TO SCENE DIAMONDHEAD Los Soledad? GWEN You know, it’s big, abandoned, out of the way... DIAMONDHEAD A little too out of the way, if you ask me. I get using it on the occasional mission, but making it our base? 7. GWEN It’s not like we can’t just fly here. Diamondhead looks down at himself. DIAMONDHEAD ...oh yeah. Hard to remember I can do that when I’m like this. KEVIN Well, this is the best we’ve got. DIAMONDHEAD I guess. Let’s go. Diamondhead changes into BIG CHILL, and he and Gwen float over the wall and out of sight. Kevin pauses for a second, looks back at the road behind him. He sees a car, lifeless and empty. He raises an eyebrow at this, but doesn’t investigate. Flies over the wall. EXT. LOS SOLEDAD - INSIDE WALLS - NIGHT They all touch down on a cracking street in the deserted town. They start walking forward. Kevin points to one of the buildings. KEVIN We could probably sleep in- Suddenly, a huge fist socks him in the back of the head. He stumbles forward. Gwen spins around, but it met with the same hand wrapping around her waist. Lifts her over his head. It’s THUMBSKULL. A green-tinted behemoth of a man, head topped with a thumb nail. He tosses her, she lands on her feet a ways away. Big Chill whirls around, hisses. Tries to fly at him, is caught by something around his legs. Falls to ground, flips self over. Above him stands FRIGHTWIG, a facepainted woman with a prehensile wig tipped with bludgeoning balls, one part of which is around Big Chill’s legs. Smirking. Thumbskull moves beside her. 8. BIG CHILL Circus Freaks! FRIGHTWIG Well well, if it’s isn’t the little twerp Tennyson and his misfit friends. BIG CHILL Well you’re one to talk. THUMBSKULL Hey, watch your mouth! Thumbskull lifts a foot, brings it down on Big Chill’s stomach. Big Chill goes intangible just it time. He phases through the boot and the wig tentacles, goes upright. BIG CHILL I was wondering where you guys went. FRIGHTWIG (snide) Wish I could say the same, but it’s hard not to know what you’re up to when your face is on every channel. BIG CHILL Hey, it’s not like I’m asking for it! Kevin, recovered, rushes over to Thumbskull, grabs his arm, lands a punch on his jaw. Frightwig spins, hair swinging. One ball impacts Big Chill’s chest. The other, Kevin’s side. Gwen drops down from the sky with a mana orb between her hands. Frightwig turns the spin into a reverse roundhouse kick and hit Gwen’s temple, knocking her away. Gwen recovers quickly, but rubs her head in pain. Kevin and Big Chill stumble back. Kevin still holds Thumbskull, claw clamped around the neck. BIG CHILL Wasn’t there another one of you? You know, that one with the weird mouth that smells like sewage? FRIGHTWIG Acid Breath has better things to do with his time than deal with that a bunch of idiots like you. 9. KEVIN And you don’t? THUMBSKULL (stupidly) Uh, not really. Frightwig shoots him a look. FRIGHTWIG What Thumbskull is trying to say is that security is our job. And we intend to do it well! She bares her wig tentacles and jabs forward with two of them, right at Big Chill. But before they hit, a mana tendril wraps around each and stops it in its tracks. Gwen floats behind Frightwig. GWEN Good luck with that. BIG CHILL We could beat you six years ago, as humans. And now we have Kevin. Kevin holds a fist to punch Thumbskull again. Snarls at Frightwig. BIG CHILL Face it, freaks, you’re outnumbered and outmatched. Frightwig straightens up and grin maniacally. FRIGHTWIG Outmatched, debatable. Outnumbered, not even close. She holds up a hand. Snaps. Focus on the walls of the surrounding buildings. Something is happening. Vaugely humanoid bulges bubble out from the walls, as if the stucco were coming to life. When the mounds form completely the separate from the wall, only for another to grow. The things appear to be made of clay, and flex as such. They have no hands, feet, or detail to their body shape. Their heads, simple spheres, with static, heartless grins carved out of the smooth surface. There is variety between the individual- some male, some female, height ranging from a small child to a tall man. But all walk with a swinging gait somewhere between a zombie and a ragdoll. 10. Big Chill, Gwen, and Kevin look upon this with nervous confusion at the amassing army. Gwen looses her focus, accidentally releases Frightwig. Kevin still has Thumbskull. FRIGHTWIG (cruelly) Those are my Contortions. Aren’t the just the cutest? The team starts backing away from the growing throng of Contortions, moving closer to each other. KEVIN Not the word I’d pick. FRIGHTWIG (to Contortions) Come on, my lovelies, time to say hi to your new... playmates! On that cue, the Contortions charge. Gwen makes a shield around herself. The Contortions pound against, then begin to climb it. Big Chill breathes a stream of icy air at the front line. They freeze in place, but another wave creeps over the ice blocks. Kevin takes Thumbskull and chucks him at the nearest cluster of Contortions, crushing them. Another group sneaks up behind him. Arms coil around his legs. One contortion finally shatters Gwen’s shield. The ones that had climbed on the dome fall, right on top of her. She screams in surprise, hits the ground. They construct her limbs, legs, neck and face with their snaking arms and legs. Big Chill sees this. BIG CHILL GWEN! He turns around to help her, but he’s caught before he can. The Contortions cling onto every part of his body, dragging him down. He struggles. Stops for a moment to concentrate. Looks distressed. BIG CHILL (choking) Can’t... go... intangible... Meanwhile, Kevin is being completely overrun. Whenever he knocks a Contortion off of himself, two more take its place. 11. Big Chill strains his hand against the pull of the clay vine-ish limbs around him, attempting to hit the Ultimatrix, but to no avail. Frightwig, still standing in the exact same place, smirking to herself. Three Contortions dance around her feet in crouches. FRIGHTWIG Do it. The dominating Contortions begin to drag their captives. Big Chill and Kevin, helpless in their bindings, are carried out behind a building to an empty patch of land. A bright pink light flashes from where they were, but it fades quickly. The two of them are dropped on the ground. Before either can regain composure, the dirt shines with a pattern of a complex casting circle. The Contortions back away. The ground suddenly gives under them, and they plummet down into nothing. END OF ACT I Act II ACT II EXT. LOS SOLEDAD - INSIDE WALLS - NIGHT Fade in on a top view of the GROUND, focusing on a spot that looks like it was RECENTLY SIFTED. Underneath, we hear some grunting sounds. Big Chill’s and Kevin’s voices come up muffled from the layer of dirt over them. KEVIN Ben, I can’t phase! BIG CHILL Neither can I. The Freaks must have done something. KEVIN Gwen? Gwen, are you down here? Beat. BIG CHILL Kevin. 12. KEVIN Yeah? BIG CHILL (annoyed) Could you get your foot off my chest? It’s getting hard to breathe. KEVIN You don’t need to breathe, doofus. BIG CHILL That doesn’t make it any more comfortable! KEVIN Hey, I got an idea. BIG CHILL What? KEVIN Maybe if I hit the Ultimatrix with my foot you’ll turn into something useful. BIG CHILL Worth a shot. We hear the sound of shifting dirt, more grunts. Finally, an Ultimatrix sound effect, accompanied by a FLASH OF GREEN LIGHT through some cracks in the layer of earth. Pause. The ground shakes. The soil moves, and a large tan lump arises from underground. It bursts up, and reveals itself to be HUMUNGOUSAUR. He roars powerfully. HUMUNGOUSAUR (battle cry) HUUUU-MUNGOSAUR! Kevin climbs out of the hole, brushing dirt off of himself. He shushes Humungousaur violently. KEVIN Pipe down! Do you want them to know we got out? Humungousaur freezes, contemplates this for a moment. Shoulders slump, sigh. He hits the Ultimatrix faceplate and goes WATER HAZARD instead. 13. WATER HAZARD (battle cry) WATER HAZ- KEVIN (interjecting) TSSST! WATER HAZARD (whispered) Sorry. Water Hazard puts his hands up to his mouth like a makeshift megaphone, to project his whisper as much as he can. WATER HAZARD (hushed, calling) Gwen! Gwen, let’s go! Kevin closes his eyes for a moment, then shivers in shock. KEVIN Ben, something’s wrong. WATER HAZARD What is it? KEVIN I can’t smell her mana. WATER HAZARD (surprised) You can usually? KEVIN Yeah, and hers really smells. (defensively) I-in a good way! It smells good. Really good... Water Hazard stares in silence for a while. Turns away. WATER HAZARD (mumbling, sarcastic) Well that’s not creepy at all. KEVIN What? WATER HAZARD So what does it mean, that you can’t smell her? 14. KEVIN Either she’s really far away or there’s something blocking it. Water Hazard glances back at the hole. WATER HAZARD Blocking doesn’t sound that unlikely right now. This is looking like magic to me. Kevin sniffs. KEVIN Smells like it too. WATER HAZARD Knowing her, she’s around here somewhere. Come on. They start walking off. KEVIN I hope she’s alright. WATER HAZARD (surely) She’ll be fine. INT. DARK ROOM - NIGHT The room is empty, except for an OPERATING TABLE in the center. On it is Gwen. Limbs chained down, hands and feet encased in EGG-LIKE MACHINES. Unconscious. The light off her body is the only in the room. She is waking up, fighting her eyes open. It’s difficult. There is a SHADOWED FIGURE. Moves closer. The figure leans in. We see his face- twisted, a red iris on only one of his two eyes. It’s ACID BREATH. ACID BREATH Your certainly are something. GWEN (strained) ...a...Aci... 15. ACID BREATH Yes, it’s me, Acid Breath. I must say... He takes off his mask, and exhales a puff of noxious gas in her face as he talks. ACID BREATH (cont) ...it’s been a long time. Gwen closes her eyes against the gas. ACID BREATH (cooing) Aww, is little Gwenny dear tired? He strokes her forehead with a gnarled, blue-tinted hand. She is too weak to physically oppose, but moans softly in discomfort. He grins. ACID BREATH Let me tell you a bedtime story. You remember Zombozo, right? TRANSITION TO: INT. WORKSHOP - NIGHT The room is temporally confused. Flasks full of chemicals are arrange on tables in a mad scientist fashion, straining to be cutting edge. But the materials of the setup- wood, cast iron, with scattered dried herbs of such- betrays this and gives it the air of a warlock’s lair. A young man in a robe pours over a large book on one table. ACID BREATH (V.O) He wasn’t always Zombozo. He used to be called Antole Tailler, a french alchemist. We can see the man, ANTOLE TAILLER, clearly now. Young, late 20s, rather good looking. It’s hard to believe this man turned into Zombozo. ACID BREATH (V.O) Alchemy was an early attempt to combine mystic arts with practical science, through natural chemical reactions. 16. We see the book. A spellbook, with strange symbols and a large magic circle. Antole turns and kneels on the ground. Starts drawing the symbols with chalk on the floor. ACID BREATH (V.O) Most alchemists were normal people, who wanted to harness magic through science. But not Antole. He already had a natural talent for magic, so he intended to fuse the two, to make something better than the sum of its parts. And did he ever. INT. ROOM - DAY This room, in contrast, knows its place in time, 1800s England. Beautifully dectorated, the owner has money and taste. Antole sits apart from a RICH MAN. Both are on red velvet couches, a coffee table between them. Leaning towards each other. Antole appears to be giving a sales pitch, but we hear nothing. The rich man is interested. ACID BREATH (V.O) He achieved the ultimate goal of any alchemist- Antole takes out a flask filled with a purplish liquid. ACID BREATH (V.O) -Immortality. The rich man, first hesitant, drinks the potion. Antole pulls something out of the bag by his feet. Its a large, cast iron mechanism, reminiscent of a birdhouse, with a bit of steam billowing from the top. The man looks confused. ACID BREATH (V.O) He sold it to clients as such, but he never said which one of them would be gaining eternal life. Antole, smiling to himself, turns a dial on the object. The man begins to laugh. ACID BREATH (V.O) His magical machine was able to drain the life energy of a person through their own laughter. 17. The man is starting to shrivel and gray. He falls on the ground, gasping for air but still cracking up. Antole’s face grows less attractive as a manic grin twists it. BACK TO: INT. DARK ROOM - NIGHT ACID BREATH Over the years his technology improved, as did his methods. He started feeding on whole crowds of people at once, like he did with you six years ago at that circus. You remember, don’t you? Gwen just grimaces. ACID BREATH I was his protege. I’ve got a knack for magic too, you know. And now I’m finishing what he started. GWEN (weak) You... won’t win... ACID BREATH But I already have. Your energy will keep all three of us going for a long time, especially now that that pesky collar is out of the picture. Gwen twists her head side to side slowly, distraught. Her training collar is removed. ACID BREATH And there’s nothing your or your friends can do to stop us. He walks across the room to some controls. Starts messing with them. ACID BREATH (almost gleeful) And the best part is, I’ve modified the design. You don’t need to be happy for this to work. So yes- He turn to her. Grins maniacally. 18. ACID BREATH (cont.) -this is going to hurt. He pulls a lever. The egg shaped machines on her hands and feet activate, sparking and flashing. She jolts as a rush runs through her. Cries out in unbearable agony. CUT TO: EXT. LOS SOLEDAD - INSIDE WALLS - NIGHT Ben as Water Hazard and Kevin are sneaking as quietly as they can manage between the decrepit buildings. They approach a window, peek over the sill. It’s empty. KEVIN (whispered) Gwen? Are you in there? No response. WATER HAZARD Come on, she’s gotta be around here somewhere. They’re about to move on, but they hear something. A weak cough. They freeze. Look at each other. INT. LOS SOLEDAD - BUILDING - NIGHT The place is empty. Appears to be an abandoned office, with rusting filing cabinets and everything. There is another room nearby, with an open door leading to it. The door creaks open. Water Hazard slips inside. Kevin phases through the wall after him. Water Hazard puts a hand up, for Kevin to stay back. He halts. Ben, slowly, carefully, creeps across the room. Enters the other room. Freezes. On the ground are Drake and Tasha, from the opening. Drake is out cold, but Tasha is hanging on, barely. Coughing weakly, on the ground. WATER HAZARD Oh my god! He rushes over to her, scoops her up off the ground. Her eyes flutter open. 19. TASHA ...Ben 10...? WATER HAZARD Are you alright? She smiles, and runs a finger over his chest plate flirtatiously. TASHA (coy) Oh, I am now. Water Hazard raises an eyebrow. WATER HAZARD Excuse me. He puts her down, moves over to Drake. Shakes his shoulder. He wakes up. DRAKE Ugh, where am I? WATER HAZARD An abandoned military base overrun by magical circus freaks and their clay zombie minions. (beat) Oh, and I’m a human trapped in an alien watch. Drake just stares for a moment. Sighs. DRAKE Fair enough. Makes about as much sense as anything else these days. He gets up and dusts himself off. Sees Tasha. Looks worried, runs over to her. DRAKE Tasha? Tasha, are you okay? TASHA (bitterly) No thanks to you. WATER HAZARD (to Tasha) Can you stand? 20. She tries. Makes it to her feet, but is shaky and unstable. Drake reaches out to help. But she collapses the opposite direction, landing on Water Hazard and clinging to his arm. Drake glares at Water Hazard. He shots an apologetic look back. Kevin pokes his head through the door. KEVIN Ben, grab them and move it! Water Hazard nods. He lifts Tasha up again. Offers a hand to Drake. He doesn’t take it. DRAKE (fuming) I can walk. He looks at his girlfriend, distraught by her behavior. She sticks a tongue out at him. They head for the door. Tasha notices. Her hand bangs down on Water Hazard’s chest in fear. TASHA (frightened) No, we can’t go out there, they’ll get us! WATER HAZARD Who? TASHA Those freaks who took us here! KEVIN Didn’t they already kinda get you? TASHA You don’t understand, it gets worse. They take people away, one by one... we’re the last ones left. WATER HAZARD Don’t worry, we’re not going to let them get you. TASHA (soap opera) Oh, Ben! She cuddles up in his arms. Drake growls. Kevin chuckles to himself, Water Hazard glares. 21. WATER HAZARD Oh, shut up! They walk out. EXT. LOS SOLEDAD - INSIDE WALLS - CONTINUOUS Tasha suddenly goes back to distressed mode. TASHA But you don’t understand! When they get you, they do something... oh, it’s horrible! KEVIN What do they do? TASHA They... they... FRIGHTWIG (O.S) Well well well, what do we have here? Pan to see the Circus Freak Trio, all of them this time. Ready to fight. FRIGHTWIG Figured you two would come back for more. Ben puts Tasha down. They go right into fight mode. KEVIN (demanding) Where’s Gwen? ACID BREATH Actually, she’s right here. Oh, Gwen! And, out from behind Thumbskull, Gwen comes into view. But it’s barely Gwen. Much of her body is encased in the same clay substance as the minions from earlier, including half her face. Her mana hair is gone, and her Anodite body has grown dim. She slouches like a mindless zombie, limp arms almost touching the ground. She eyes the four of them hungrily. Water Hazard and Kevin are horrified. 22. ACID BREATH After being so generous with us, your poor cousin is just starved for energy. And since she doesn’t want to drain us, I suppose that leaves only a few options. He points at the two aliens. ACID BREATH Sic ’em. Without as much as a moments hesitation, she hisses and springs foward at them. END OF ACT II Act III ACT III Gwen throws herself at Water Hazard. He meets her with outstretched hands, intending to catch her, but he had underestimated her strength. She knocks him right over and sends them sliding across the dirt. He tries to throw her off his chest, but before he can lift his arms, dirt tendrils burst from the ground and wrap around his wrists and ankles. Pinned down and helpless. She grabs his neck with her left hand, still Anodite. She raises her right, coated in clay. The fingers extend into knives, shink. Brandishes them, ready to slice- Kevin’s claw clamps around her waist. Tears her off. Holds her up high. She struggles. KEVIN Gwen, it’s us! Calm down! She snarls. Swipes her claws along his crystal skin. Goes through it as if it were water. Kevin roars in pain, releases her. She falls to the ground, lands on all fours. Looks at him intently and shifts her weight between her hands and feet rhythmically, like a prowling tiger. Snarls. Pounces. We see Kevin struggling with her in the background, but the focus is on Water Hazard. Still stuck. He manages to turn his head and sees Drake and Tasha, looking upon the scene with horror. 23. WATER HAZARD (to Drake and Tasha) Get out of here, go! They do as he says, run out of sight. Water Hazard releases a stream water from his palms, which pools around his hands and feet. The vines of earth absorb it, collapsing into mud. He sits up, rubbing his wrists. Looks over at the fight. Gwen is slashing furiously at Kevin. He blocks with his Swampfire arm, which regrows every time it’s torn. But she’s starting to destroy it faster than he can heal, and he’s growing wary. KEVIN (desperately) Gwen, you have to stop! We can help you! No response. Suddenly there’s a flash of light from behind Gwen, and a beam of red energy impacts her back. She screeches. Falls onto her knees weakly, pacified by pain. NRG stands a good ways behind her. Kevin explodes at him. KEVIN (furious) WHAT THE HELL, BEN?!? NRG You’re velcome. Kevin gets right up in NRG’s face and holds an extended Rath claw against his chest hatch. KEVIN This is Gwen, you idiot! You can’t hurt her like that! NRG puts a hand on the claw calmly. NRG I’ve known Gwen long enough to know zat she’d rather ve rough her up a bit now than let her stay like zis forever. 24. Kevin pauses for a moment, teeth still bared in rage. But he pulls away. He doesn’t like this but there’s no other choice. KEVIN (stubborn) I’m not going to hurt her. NRG Vich is vhy you’ll be taking care of the Circus Freaks, and finding ze energy they stole. I’ll handle Gwen. He hesitates again, but nods. NRG charges away after Gwen. Kevin whirls around, takes a fighting stance. Ready for action. KEVIN Alright, Freaks, you’re- He cuts himself off, surprised. Look around in puzzlement. The Circus Freaks are gone. INT. LOS SOLEDAD - BUILDING - NIGHT Like everywhere else on the base, the room is abandoned. It seems to be an old file storage room, although all the files themselves appear to have been removed- or raided- in a hurry. It’s quiet. The door is ripped off of its hinges. Kevin barges in, hyper-focused, a mutant on a mission. He stops. Scans the room. Nothing of interest, but there is a door. Maybe something’s back there. He walks towards it... THUMBSKULL (O.S) Hey, where ya think you’re going? He turns around. There’s Thumbskull, looking ready to bash in some heads. He approaches Kevin menacingly. Kevin turns back to the door, uninterested. THUMBSKULL Listen here, bub. Acid Breath said no one passes, so you ain’t passin’! 25. As he says this, he charges at Kevin. Flings his fist at him. Kevin suddenly whirls around. Catches the fist with his claw. Grabs his face with the Swampfire hand. KEVIN (fuming, about to explode) I don’t have time for this! We see a few licks of flame and puffs of smoke seeping out of Kevin’s fingers as he ignites his palm right against Thumbskull’s face. He cries out in agony. After holding holding the circus freak for a few seconds and letting his flesh sear, Kevin tosses him to the side. He flies some filing cabinets. Groans. Doesn’t move. Cold and unapologetic, Kevin turns again. Reaches for the doorknob. CRASH. A window shatters as Frightwig flies through. Slams into the opposite wall. Slides down on top of Thumbskull. Out cold. Ampfibian floats through the window after her. One arm is outstretched and sparking with electricity. The other supports Gwen, who is draped over his shoulder, still a zombie but seemingly paralyzed. AMPFIBIAN (to Frightwig, triumphantly) And that’s why you don’t let your dog sleep in the cheese drawer! KEVIN (extremely confused) ...what? Ampfibian notices Kevin, looks a little embarrassed. AMPFIBIAN Uh, there was a running metaphor in our battle banter. (beat) You had to be there. KEVIN Never mind. He sees Gwen. Her face twitches occasionally in its pained grimace, but otherwise she is stone still. 26. KEVIN Gwen... AMPFIBIAN Apparently she doesn’t handle electricity very well. As long as I keep a current going through her, she’s harmless. Found the stolen energy yet? KEVIN (sniffing) I’m close. I can smell it. I think it’s in here. He opens the door, and they walk in. INT. ENERGY STORAGE ROOM - CONTINUOUS They’re definitely in the right room. A good third of the space is filled by a huge, disgusting machine. The core of it appears to be a ovoid mass of energy condensed into a dripping slime. Though that part is thoroughly alien looking, the casing and supports are made of easily recognizable Earth construction parts, H-beams and cinder blocks. It radiates energy like a miniature sun. The two of them stare at it. Flabbergasted. AMPFIBIAN ...wow. Kevin is completely stunned, enraptured by the machine. So much energy. Smells... so good. He takes a step forward. Drool pooling on his lips. Reaches out to it... Ampfibian’s free hand wraps around Kevin’s wrist. AMPFIBIAN (snapping) Kevin! Breaking away, Kevin looks down at his friend. AMPFIBIAN Don’t you dare. Gwen needs that energy, remember? Kevin looks hungrily at the machine one more time, but tares his eyes away. 27. AMPFIBIAN Stay back, and don’t you dare touch the machine. The last thing we need is you going psycho on us again too. Kevin hangs his head, slightly ashamed, and does so without a word. Ampfibian carries Gwen right up to the construction. He sets her down, being sure to keep one hand on her. Rips off a rubber pipe. The end spews magenta sparks in all directions. AMPFIBIAN (to Gwen, tenderly) When I let go, I want you absorb energy through this pipe, okay? Take as much as you need. He places the pipe in her hand, wraps her fingers around it. Lets go. She is slowly and steadily regaining her motion, mainly in the form of shuddering. She sits up, then notices the pipe. Brings it closer to her mouth, desperate for sustenance- ACID BREATH (O.S) Now now, Gwen, naughty naughty. She freezes in place. Drops the tube. Out from the shadows walks Acid Breath. ACID BREATH You know our policy about the storage chamber. Gwen’s voice, when she speaks, is warped, almost beyond recognition. It seems almost like two voices speaking at once- one that doesn’t belong to her, demonic and heartless, and the other which is her Anodite voice, straining against crushing agony. GWEN Do not enter... do not touch. ACID BREATH That’s right. Contortions are beginning to phase through the walls all around them. Ampfibian and Kevin shift backwards defensively. 28. ACID BREATH Since these are... special circumstances, and since you were forced in here against your will, your actions are forgiven. The Contortion’s numbers are growing. They gather around Acid Breath, eyes locked on the two aliens and their captive. ACID BREATH But these two intruders, they’re not permitted to be in here. They’re breaking the rules. And what do we do with people who break the rules? Gwen in on her hands and knees, looking straight down at the floor. Long pause. GWEN (cold) We kill them. Head snaps up at Kevin. Claw extend. Lunges at him with a roar. The Contortions follow her lead. They lope forward, slowly but not slow enough. Closing in. Kevin throws up a Brainstorm electricity shield before Gwen can make impact. She rolls off it harmlessly. Ampfibian phases through the shield just as the Contortions arrive. Gwen has trouble with electricity, but the Contortions have no such problem. They crawl up and around the shield, beating it with their featureless fists. Kevin winces. He can’t keep this up forever. KEVIN Now what? AMPFIBIAN Easy, you put the shield down and we blast them to smithereens. KEVIN What about Gwen? AMPFIBIAN I’ve got a plan. She’ll be fine. 29. Ampfibian is swallowed by green light suddenly, transforming into Echo Echo. ECHO ECHO (battle cry) ECHO ECHO! I’ll hit them with a sound blast and crack that clay right open! KEVIN You know the resonant frequency of clay? Beat. ECHO ECHO (embarrassed) ...right. Um, well- He stops. Notices something. Two of the Contortions don’t look like the rest. Drake and Tasha. Half way there, a shell of clay forming over their bodies. Human features gray and withering from mana starvation. ECHO ECHO Dang it! They’re all people! Without the resonant frequency I can’t just target the clay with my sonic blast, they’ll get hurt too. KEVIN (sarcastic) Faaaan-tastic. Any more bright ideas? He looks at Drake and Tasha. At the sparking tube on the floor. Back at the Contortions. Lightbulb. ECHO ECHO I’ve got it! Maybe. KEVIN (straining) Then hurry up! Echo Echo reaches down and picks up the pipe. ECHO ECHO These guys are hungry for mana, right? If I can load my clones up with energy, we can let these guys eat them and they’ll turn back to normal! 30. KEVIN It’s a long shot. ECHO ECHO Better than nothing. Echo Echo brings the tube behind him and plugs it into the socket on his back. It sparks and flashes. Brighter and brighter and brighter. He cries out in surprise. Soon it’s blinding. Then, abruptly, it stops. The pipe falls to the floor, silent and sucked dry. Ben’s still there, and he’s still Echo Echo. But, he’s... different. For one thing, his skin is blue, though more of an indigo than his Ultimate form. His earmuffs have become dials, and the wires coming off them are filled with a bubbling, magenta liquid. He’s slightly taller, coming up to Kevin’s knee, and his eyes glow hot pink. He examines his new form in awe and confusion. ECHO ECHO Okay, didn’t see that coming. KEVIN Quit gawking and do it already! Echo Echo clones himself. Much to his surprise, his two duplicates aren’t exact duplicates- they are made of a translucent, ethereal substance, and their legs are replaced by a tail of dissipating mist. They float a foot or so off the ground at either side. Kevin and the original Echo Echo gape at the clones; the clones gape at themselves. ECHO ECHO CLONE 1 Whoa. The second clone balls his hands into fists. ECHO ECHO CLONE 2 I can work with this. The two clones fly right through Kevin’s shield and into the fray. The Contortions swipe at him, but their hands to right through. 31. The first reaches the edge of the group, and sees one of the possessed minions straggling on the border. He goes up right behind it and lets loose a sonic scream. EXTREME CLOSE UP: CLONE’S EARPIECE The dial on the side of his head begins clicking up in steady increments. The longer it goes, the higher the sound. BACK TO SCENE The clay begins to crumble off of the Contortions, revealing the gray, wrinkled body of the victim inside. The dial stops turning. Across the room, the original Echo Echo’s dial sets itself to the same value. ECHO ECHO Kevin! I think I’ve got the resonant frequency! KEVIN (agitated, about to give in) Then what are you waiting for? Echo Echo generates 6 more clones, all of which phase through the shield and retreat to the sides of the room. They form a perimeter around the group, surrounding them. ECHO ECHO WALL OF SOUND! In unison, all of the clones screech as hard as they can. The effect is immediate and dramatic. All at once the Contortions halt their attack, quivering violently in place. Their skin cracks and disintegrates, leaving the husks of mana-starved humans. They fall fall to the ground. Silent and still. Acid Breath is on his knees, ears blocked with his hands but eyes widened with horror. ACID BREATH NOOOO! The clones stop. Rejoin the original. His manpower and his hope gone, Acid Breath turns and flees. No one stops him. Kevin puts the shield down, clutches his head in pain. Pries his eyes open to witness the damage. 32. Gwen is on the ground. Her body is dim. All that’s left of her mana hair is a wispy steam. She doesn’t move. Just like the others. Kevin dashes and kneels down beside her. Lifts her by the shoulders. Shakes her. KEVIN (fearful) Gwen? Gwen? She remains limp. He carries her over to the machine. Rips out another tube and holds it up to her. KEVIN Come on, Gwen, wake up! Energy from the tube is flowing into her body. Her glow is returning. She has enough strength to grab the pipe from him. Her mana hair is beginning to regenerate. He breathes a sigh of relief, but it’s cut short by Echo Echo’s shout. ECHO ECHO Kevin! The collar! Kevin’s eyes widen. Looks at her neck. The training collar is gone. She’s absorbed enough mana to look like she usually does, but she’s not stopping. Floats right out of Kevin’s arms, into the air. Drops the pipe- empty. She radiates, fills the room with light. She raises her hand towards the machine. The glass around the core shatters. All at once the condensed energy rushes towards her. Rips through the space like a hurricane, and she’s the eye of the storm. A flick of her hand, and it freezes. Countless blobs of liquid mana suspended in midair. Another gesture. The masses descend into the bodies carpeting the floor. Their skin regains its flush. Some begin to stir. She doesn’t even look at them. Her face is unreadable, distant, almost as if no one is inside her at all. 33. She raises her hands out to chest level. Energy sparks between her spread fingers and collects between her facing palms. Kevin’s hand wraps around her ankle. She looks down at him. No recognition. KEVIN Gwen, I don’t know if you can hear me, but you have to keep it together. I can’t lose you to this again. The sphere forming between her hands dissipates. Lowers her arms to her sides. Eyes on him. Still nothing in her face. Echo Echo, who had been looking around, notices the collar. It’s on a table in the next room, which he can see through the ajar door. He transforms into Lodestar, doesn’t bother with the battle cry. Magnetizes the collar and flings it at Kevin, who catches it. Kevin holds the collar up to Gwen. Eyes pleading. KEVIN Please, Gwen. She stares at him for another moment, unmoving. She floats down. Face still blank. Takes the collar from his claw and secures it around her own neck. The change is immediate. Her emotionless mask breaks as she gasps. Her glow goes down, and her mana hair shrinks to a reasonable size. She drifts to the ground and lands on her knees. Head hanging. Kevin scoops her off the ground and embraces her. Lodestar rushes over. LODESTAR You okay? She blinks away the dizziness, and pushes herself out of Kevin’s arms. Suddenly determined. GWEN (not all there) Guys, we gotta stop Acid Breath, he’s gonna... 34. LODESTAR Already done. She falters, puzzled and lost. Looks around the room. GWEN Wait, how’d you get the mana back in all the victims? (to Ben) I didn’t know you had an alien for that. Lodestar and Kevin look at each other, eyes wide. EXT. OUTSIDE WALL - MORNING The road outside Los Soledad is absolutely packed with cars. Civilian cars picking up the victims, ambulances with EMTs checking up on people, and police cars to load the Circus Freaks into. KEVIN (O.S) So you don’t remember any of that? Cut to Lodestar, Gwen and Kevin standing along the wall as they watch the hectic scene. Gwen shakes her head. GWEN Not at all. Was I actually... one of those things? LODESTAR Afraid so. GWEN (freaked out) I’m kind of glad I don’t remember, it sounds like it was horrible. KEVIN (solumn) It was. GWEN I’m sorry for scaring you, Kevin. KEVIN Not your fault. Bad stuff happens, we do what we can. Part of the job. 35. Two men in black suits and sunglasses push their way through the crowd and approach the three aliens. Probably FBI. FBI AGENT 1 You three realize this is government property that you’ve been tresspassing and wreaking havoc on. Gwen buries her face in her hand. GWEN Here we go... LODESTAR I’m sorry sir, we were just looking for a place to stay, we can go somewhere else... FBI AGENT 1 (cutting off) But, seeing as all the files have been cleared out, and you just saved 58 people from being zombified for life... He reaches into his pocket and throws something metal up in the air. Lodestar attacks it to his hand with his powers. It’s a key. FBI AGENT 1 She’s all yours. Just don’t cause too much trouble, alright? Without another word, he and his buddy turn and leave. The three of them gawk in shock. LODESTAR ...did that actually just happen? KEVIN Yup. Suddenly, out of nowhere from behind Kevin, Verdona jumps out, human form and positively giddy. They jolt back in surprise. GWEN Grandma?!? LODESTAR What are you doing here? 36. VERDONA Oh, I’m just here to congradulate you on finding such a great training ground! (to Gwen) Are you ready, dearest? GWEN (shocked) Here? Now? VERDONA Yes, here! But not now. I know about you Earthlings and your "settling in". Tomorrow morning, crack of dawn! Kevin lets rip a monsterous yawn. Opens his wings. KEVIN Well, I’m done. Ben, go Jetray or something. LODESTAR Actually... Lodestar holds up the keys. LODESTAR I think I’m taking the front door. Gwen and Kevin smile in calm triumph. Extreme wide shot as they all walk away around the wall and the screen fades to black. Category:Episodes Category:Binkatong Category:Ben 10: Eternal Forms